Rubicon
Terms & Conditions

These OAO Rubicon Terms and Conditions (the “Terms”) govern, together with the terms and conditions of the OAO Rubicon Addendum (the “Addendum”), Company’s use of the Demand Manager Service.  Capitalized terms used herein and not otherwise defined in these Terms shall have the meanings ascribed to them in the Addendum.  Company acknowledges that the use of the Demand Manager Service is subject to the following provisions:

Except as otherwise expressly provided herein, the Demand Manager Service shall be used or accessed only by OAO or Company.  In connection with the use of the Demand Manager Service, Company understands and agrees that OAO or Company will be programming advertising campaigns (the “Campaigns”) into Company’s online advertising system, which Campaigns will run on sites (including, without limitation, web sites and mobile and other electronic or digital applications or media) owned, operated or controlled by Company (the “Sites”).  

Except as expressly provided in the Addendum or these Terms, the Demand Manager Service or any associated services shall not be used by Company to process data on behalf of any other person or entity without the prior written consent of OAO and such third party, which consent may be withheld, conditioned or delayed in the sole discretion of OAO or such third party.

By using the Demand Manager Service, Company agrees to comply with Rubicon’s online guidelines found at http://rubiconproject.com/policies-and-guidelines (the “Guidelines”) and to periodically review such Guidelines for updates.

With respect to any use of the Demand Manager Service, Company will not, and will not knowingly or negligently allow any third party to (a) modify, obscure or prevent the display of all, or any part of, any Campaigns or component(s) thereof; (b) implement any click tracking or other monitoring of Campaigns; (c) display any Campaigns in pop-ups, pop-unders or other similar methods or by any other means; (d) interfere with the display of or frame any Company Site or any page accessed by clicking on any Campaign or auto-spawning of pages; (e) display any content between any Campaigns and any page accessed by clicking on those Campaigns; (f) directly or indirectly (i) offer incentives to or otherwise allow or require end users of the Sites to generate queries or impressions of or clicks on Campaigns through any automated, deceptive, fraudulent or other means (including, without limitation, click spam, robots, macro programs and Internet agents) or hijack an end user’s browser, or (ii) generate or modify impressions or clicks on Campaigns or perform or allow any other actions that are tracked and may serve as a basis for payment or analysis with respect to any Campaigns; (g) “crawl,” “spider,” index or in any non-transitory manner store or cache information obtained from the use of the Demand Manager Service; (h) engage in any misleading, fraudulent or deceptive conduct or pass incomplete or incorrect information or data with respect to Inventory; (i) engage in any commercial SMS/text messaging; (j) set, read, write, modify, or delete any cookie on any third party domain or use the Demand Manager Service to modify cookies on any domain not owned, operated or controlled by Company or otherwise have authorization to modify; (k) collect or use data provided by, from, or related to a third-party purchaser of Inventory or an advertiser for purposes of re-targeting, creating, supplementing or amending user or Inventory profiles, or amending interest categories, or syndication or other distribution to third parties, unless such data collection and usage are authorized by or on behalf of the applicable third party; (l) disclose third-party purchaser availability, volume, bidding, or pricing data obtained through use of the Demand Manager Service with the written consent of such purchaser, except in connection with reporting of a Campaign; or (m) interfere or attempt to interfere with the proper working of the Demand Manager Service or any third party’s use thereof.

All right, title and interest in and to the Demand Manager Service remains with and belongs exclusively to Rubicon.  Company acknowledges and understands that the Demand Manager Service is a proprietary product and any and all intellectual property rights and other proprietary interests related thereto, together with all future enhancements, improvements and additions, are owned exclusively by Rubicon.  Company shall not: (i) have any right to use (except as expressly provided in the Addendum or these Terms) or access or disclose the Demand Manager Service (or any component thereof) to any person or entity; (ii) alter, enhance, modify in any manner, or make derivative works, in whole or in part, of the Demand Manager Service; (iii) promote any software piracy systems, hacking, emulators or similar activities, or copy, distribute, reproduce, reverse engineer, reverse assemble, disassemble, decipher, or otherwise decompile or deconstruct the Demand Manager Service or attempt to gain unauthorized access to the Demand Manager Service or its related systems or networks for any purpose; (iv) use or attempt to use the Demand Manager Service in contravention of Company’s or Rubicon’s privacy or other service policy or any federal, state, local, foreign, or other applicable law, rules, or regulations of any governmental, regulatory or administrative organization; (v) interfere with or disrupt the integrity or performance of the Demand Manager Service or the data contained therein (including, without limitation, blocking any safety detection methods), or introduce into the Demand Manager Service any virus or other code or routine intended to disrupt or damage the Demand Manager Service or alter, damage or delete any information contained therein; (vi) license, sublicense, sell, resell, rent, lease, lend, transfer, assign, distribute, time share or otherwise commercially exploit or make the Demand Manager Service available to any third party without the prior written consent of OAO; (vii) otherwise act in an unlawful, fraudulent, malicious, or negligent manner when utilizing the Demand Manager Service; (viii) pass, assist or knowingly permit any person to pass, information to OAO, Rubicon or any third party that could be used or recognized as personally identifiable information or which is deemed sensitive by any applicable Privacy Requirements (as hereinafter defined); (ix) modify, remove, or obscure any proprietary notices or legends of Rubicon or any third party that appear in connection with the use of the Demand Manager Service; (x) create or attempt to create a substitute or similar technology through use of or access to the Demand Manager Service or proprietary information related thereto; or (xi) use the Demand Manager Service in violation of any published policies of Rubicon.  Company assumes full responsibility for any use of the Demand Manager Service by any of Company’s employees, whether or not such parties are actually authorized by Company to use the Demand Manager Service, and for ensuring that all such users abide by and comply with these Terms and the terms of the Addendum.  Company further agrees that it shall not access or use or attempt to access or use the Demand Manager Service by means of any automated program, expert system, electronic agent, or "bot."

Company acknowledges and understands that OAO and/or Rubicon (i) may be members of and/or adhere to the self-regulatory principles (“SRPs”) of the Network Advertising Initiative (“NAI”), Digital Advertising Alliance, European Interactive Digital Advertising Alliance and other organizations performing similar functions, and (ii) are subject to all applicable laws relating to the privacy rights of end users, including, without limitation, the European Union General Data Protection Regulation (“GDPR”) and the California Consumer Privacy Act.  Company represents and warrants that Company will at all times in connection with the use of the Demand Manager Service or any other Rubicon product or otherwise (a) have a clearly labeled and easily accessible (via a prominent link on the Sites) privacy policy in place that complies with the Privacy Requirements of either (x) the end user’s jurisdiction, or (y) if there are no such requirements, with the Company’s jurisdiction, relating to each of the Sites and that discloses, among other matters, that Company allows third parties to serve ads on the Sites, the collection of end user Data (as hereinafter defined) by third parties (including non-personally identifiable information such as browser type, time and date, browsing or transaction activity, subject of advertisements clicked or scrolled over, or a platform-provided identifier during user’s visits to the Sites that assists advertisers, among other things, in providing advertisements about products and services that may be of interest to the end user), (b) provide end users of each of the Sites with clear and comprehensive information about cookies, web beacons and other information stored or accessed on the end user’s device in connection with the use of the Demand Manager Service, including information about the end users’ options for cookie management, a description of the information collected and how, and for what purpose, data collected will be used or transmitted to third parties, (c) ensure that an end user gives express consent as required under all applicable Privacy Requirements to the storing and accessing of cookies and other information on the end user’s device, (d) provide end users of each of the Sites with a clear and specific opt-out mechanism which shall include a specific link to the NAI’s opt-out page accessible via its consumer website at www.networkadvertising.org or to another SRPs opt-out page (e.g., http://www.aboutads.info, http://www.youronlinechoices.eu), and (e) be in compliance with all applicable laws relating to online advertising, privacy and data collection.  For mobile applications, the opt-out mechanism shall describe how the end user can access a privacy device setting.  If Company collects, processes or discloses information that identifies or is capable of identifying with reasonable specificity the actual physical location of an end user or device for advertising purposes, the Sites shall obtain express (opt-in) consent from end users and the Sites shall prominently post a notice to end users that the end user’s location may be shared with third parties and the purposes for which such information may be used.  For purposes hereof, “Privacy Requirements” shall mean all applicable SRPs, laws, governmental regulations and court or government agency orders, decrees and policies relating to privacy rights or the delivery of marketing and advertising communications, written agreements between OAO and/or Rubicon with non-governmental certification or self-regulatory bodies, Rubicon’s posted privacy policy and, for any mobile applications, the terms of service for the applicable mobile operating system. 

In the event Company directly connects to any Third Party Demand using the Demand Manager Service, Company shall (i) have a valid agreement directly with such Third Party Demand (“Third Party Agreement”) and maintain compliance with all such Third Party Agreements throughout the period that such party’s demand is enabled via the Demand Manager Service; and (ii) have all applicable consents, including end user consents, in order to use the Demand Manager Service.  In addition to any other indemnity by Company, Company will indemnify and hold OAO and Rubicon harmless from and against any claims, demands, suits or proceedings, costs and expenses (including, but not limited to, settlement costs and reasonable attorneys' fees) (“Claims”) brought against OAO or Rubicon by a third party (including any government or regulatory entity) arising from a breach of any Company obligation in clauses (i) and (ii) of this paragraph.  Aside from Company’s obligation to comply with the specific terms of the Demand Manager Service, all sales of ad inventory to Third Party Demand through the Demand Manager Service (“Third Party Transactions”) will be governed by the applicable Third Party Agreement.  Neither OAO nor Rubicon nor any of their respective affiliates shall bear responsibility for any acts or omissions of a Third Party Demand, including but not limited to, ads delivered, and payment/collection obligations.  To the extent that any of Rubicon’s ad inventory requirements conflict with any applicable Third Party Agreement in connection with a Third Party Transaction, the Third Party Agreement requirements shall take precedence; provided, however, that Company must continue to maintain compliance with all applicable laws and the Rubicon Guidelines.

If Company sends any ad requests to Rubicon through a server-to-server connection (e.g., the Google, Inc. Open Bidding Program), Company is responsible for including in the request, where applicable, notification that an end user (i) has opted out of or otherwise disabled behavioral tracking preferences through the end user’s device or browser, including but not limited to “Do Not Track” in Internet browsers, “Limit Ad Tracking” in iOS devices, and “Opt Out of Interest-Based Ads” in Android devices, and/or (ii) is located within the European Economic Area (“EEA”).  If OAO is delivering the ad request to Rubicon on behalf of Company, Company shall ensure that Rubicon is provided with the information required by this paragraph. 

To the extent Company provides any downloadable application to an end user, Company represents and warrants that such downloadable application (i) provides the user with clear and conspicuous notice about material functionality; (ii) obtains informed consent from the user prior to download; (iii) provides an easy-to-use uninstall to the user; and (iv) allows the user to maintain control over such user’s computing environment.  

Company acknowledges that Rubicon collects non-personally identifiable data from end users (the “Data”) and may use and disclose such Data for business purposes that comply with all applicable laws, including all Privacy Requirements, or if required by law or valid order of a court or other governmental authority.  Company understands and acknowledges that OAO has no control over the content of the Data and OAO shall have no liability or responsibility for the disclosure of any personally-identifiable information of any of Company’s end users.  Company represents and warrants that Company will not transfer or transmit any personally identifiable information about an end user to OAO, Rubicon or any third party.

Company acknowledges and understands that OAO or Rubicon may (a) identify Company in connection with securing Campaigns to run in connection with the Demand Manager Service and (b) share with advertisers the Sites’ site-specific statistics, the Sites’ URLs and related information collected through the use of the Demand Manager Service.

Company’s use of the Demand Manager Service is at all times contingent upon Company’s payment of applicable fees pursuant to the Services Agreement and the Addendum.  Company shall be solely responsible for any sales, use, transfer, privilege, excise, and all other taxes and all duties, whether international, national, state or local, however designated, which are levied or imposed by reason of Company’s use of the Demand Manager Service.  Company shall also be liable to OAO for any fees and expenses incurred by OAO to Rubicon or a third party resulting from any breach by Company of the Addendum, these Terms or the Third Party Agreement.  Payments to Company by OAO in connection with the Demand Manager Service will be issued on the later of a NET 90 basis or approximately ten (10) business days after OAO receives payment from Rubicon and all other applicable third party payers (collectively) for the applicable time period, unless a longer payment period is specified in the Services Agreement (including any other addendum or exhibit thereto) , in which event the longer payment period shall control.  Payments due to OAO from revenues, if any, collected by Company shall be paid to OAO NET 30 from the day payment is received by Company.  In the event Company owes OAO any fees in connection with the use of the Demand Manager Service or for any amounts under the Addendum or Services Agreement, OAO shall be entitled to offset payments due Company against such fees and other amounts as may be due OAO.  OAO shall not have any liability to Company in the event OAO is unable to collect revenues due from Rubicon or another third party nor shall OAO be required to institute any legal proceedings to collect such revenues.

Company represents, warrants, and covenants that any data (including, without limitation, advertisements) furnished by Company to OAO and the Sites utilized in connection with the Demand Manager Service or the Demand Manager Service do not and shall not contain any content, material, advertising or services that violates any applicable law or regulation or any published policy of Rubicon or a third party, or infringes upon any right of any person, including, without limitation, export laws, or any proprietary, contract, moral, or privacy right or any other third party right, will not be personal web pages or blank pages with no content, and that such data and the Sites will not contain any content that (i) promotes violence, the use of firearms or other weapons, or illegal activities (e.g., discrimination, hate speech, copyright circumvention), (ii) may be harmful, abusive, threatening, defamatory, libelous, deceptive, pornographic, obscene or sexually explicit, (iii) references alcohol, tobacco or gambling or promotes the use of illegal substances, (iv) contains spyware, viruses or other potential harmful code, or (v) promotes activities generally understood as Internet abuse.  Company also represents and warrants that Company is and will at all relevant times be in compliance with all applicable laws, regulations, court or government agency orders, decrees and policies (collectively, “Laws”), including, without limitation, the Children’s Online Privacy Protection Act of 1998, as amended (“COPPA”), and shall (x) identify to OAO and Rubicon Kids’ Sites (as hereinafter defined) having children’s content and (y) promptly notify OAO if any of the Sites collect any personal information (as defined by the Laws applicable to advertisements to children (as the term “children” is defined in such applicable Laws)) from children or if Company’s policy on data collection, use or disclosure from children changes.  Notwithstanding the foregoing, Company agrees that without the prior written approval of OAO, Company shall not run Campaigns using the Demand Manager Service on any of Company’s Site where such Campaigns are directed to children (i) under the age of thirteen (13) who reside in the United States or any territory thereof, or (ii) under the age of fifteen (15) who reside in the EEA, as determined by the laws of each country in the EEA, or (ii) under the age specified by the laws of any other applicable jurisdiction (“Kids’ Site”).  Without limiting the generality of the foregoing, Company shall not, except to the extent permitted by applicable law, (x) create profiles of users or visitors of Kids’ Sites, (y) purchase, sell, place, facilitate the placement of behaviorally targeted ads on Kids’ Sites, or (z) collect personal information (as defined by COPPA), personal data (as defined by GDPR), or comparable data under any similar law of any jurisdiction, about users or visitors of Kids’ Sites. 

In addition to any indemnities set forth in the Services Agreement, Company will defend, indemnify and hold harmless OAO and Rubicon and their respective members, officers, directors, employees and agents (collectively, the “Indemnitees”), from and against any and all Claims arising out (i) Company’s breach or alleged breach of any representation, warranty, covenant, term or condition set forth in these Terms or the Addendum, (ii) any use of the Demand Manager Service by Company (either directly or through OAO pursuant to the Addendum or these Terms), its authorized representatives or by any entity or individual using the user identifier and password, if any, provided to Company by OAO or Rubicon, which use is in violation of these Terms, or the terms of the Addendum or the Services Agreement or in a manner not prescribed by OAO or Rubicon, or (iii) the Sites.  OAO shall promptly notify Company of any such claim and Company shall have the sole and exclusive authority to defend and/or settle any such claim; provided, however, that OAO or Rubicon may, at its own expense, assist in the defense if it so chooses, and no settlement intended to bind OAO or Rubicon and which requires an Indemnitee to (x) admit liability or to pay any money or (y) imposes a non-monetary obligation on an Indemnitee, and does not include an unconditional release of an Indemnitee, shall be final without OAO’s or Rubicon’s, as the case may be, written consent.  OAO and/or Rubicon, as the case may be, shall reasonably cooperate with Company in connection with any such claim.

The Demand Manager Service and the technology associated therewith shall be deemed to constitute Confidential Information for purposes of the Services Agreement.  In addition, Company will not make any public announcement regarding the existence of the Addendum or these Terms without the prior written consent of OAO.

DISCLAIMER AND LIMITATION OF LIABILITY:  THE DEMAND MANAGER SERVICE ARE PROVIDED “AS IS" AND WITHOUT ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.  NEITHER OAO NOR RUBICON MAKES ANY WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, THAT USE OF, ACCESS TO OR OPERATION OF THE DEMAND MANAGER SERVICE WILL BE UNINTERRUPTED OR ERROR FREE, AND THAT DATA TRANSMITTED USING THE DEMAND MANAGER SERVICE WILL NOT BE IRRETRIEVABLY LOST.  COMPANY SHALL BE SOLELY RESPONSIBLE FOR MAINTAINING BACK-UP COPIES OF ANY DATA PROVIDED BY COMPANY FOR USE IN OR IN CONJUNCTION THE DEMAND MANAGER SERVICE.  TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL OAO OR RUBICON BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE ADDENDUM (INCLUDING THESE TERMS), HOWEVER CAUSED AND UNDER WHATEVER CAUSE OF ACTION OR THEORY OF LIABILITY BROUGHT (INCLUDING, WITHOUT LIMITATION, UNDER ANY CONTRACT, NEGLIGENCE OR OTHER TORT THEORY OF LIABILITY), EVEN IF OAO, RUBICON OR COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  NEITHER OAO NOR ANY THIRD PARTY SHALL HAVE ANY LIABILITY FOR ANY LOSS OF DATA OR FOR ANY LOSSES RESULTING FROM UNAUTHORIZED ACCESS TO THE DEMAND MANAGER SERVICE.  WITHOUT LIMITING ANY OF THE FOREGOING, NEITHER OAO NOR RUBICON MAKES ANY EXPRESS OR IMPLIED GUARANTEES, REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE REVENUE TO BE GENERATED OR PLACEMENT OF ADVERTISEMENTS FROM USING THE DEMAND MANAGER SERVICE.  IN NO CASE SHALL OAO’S MAXIMUM LIABILITY ARISING OUT OF THE ADDENDUM OR THESE TERMS, WHETHER BASED UPON WARRANTY, CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, OR OTHERWISE, EXCEED IN THE AGGREGATE, THE SUM OF THE AMOUNT OF FEES PAYABLE TO RUBICON WITH RESPECT TO COMPANY’S USE OF THE DEMAND MANAGER SERVICE IN THE MOST RECENT SIX (6) MONTHS TO WHICH THE CLAIM RELATES.

Company understands that use of the Demand Manager Service may be terminated at any time by OAO or Rubicon.   In addition, OAO may terminate Company’s right to access and use the Demand Manager Service if Company breaches any of these Terms or the terms and conditions of the Addendum or the Services Agreement.  OAO reserves the right to modify, amend and supplement (collectively, “Modifications”) these Terms at any time without prior notice to Company.  Any Modifications will not apply retroactively but will become effective twenty (20) days after they are posted unless otherwise provided in the Modifications.  Company's continued use of the Demand Manager Service after such period shall constitute Company's acceptance of such Modifications.

Last Updated: July 31, 2020